693JJ323R000013_Amendment 1.pdf

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

693JJ323R000013

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 78

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BYCODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

X

HCFA-31

FEDERAL HIGHWAY ADMINISTRATION

OFFICE OF ACQUISITION AND GRANTS MANAGEMENT

HCFA-31

1200 NEW JERSEY AVENUE, SE

WASHINGTON DC 20590

Megan.Mavis@dot.gov, Carolyn.Lethert@dot.gov, HCFA-31SRI@dot.govdepository located in until

Carolyn Lethert 202

C. E-MAIL ADDRESS

carolyn.lethert@dot.gov366-4250

PAGE(S)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c) local time 05/09/2023

12. In compliance with the above, the undersigned agrees, if this offer is accepted within 210 calendar days

X X X X X X X X

X

X

X X X

26. NAME OF CONTRACTING OFFICER (Type or print)

David J. Villalobos

0 hard copies

2PM EDT

693JJ323R000013_Amendment 1

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 IDIQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Firm-Fixed-Price (FFP), Time and Materials/Labor Hour (TM/LH), or a hybrid of both task order (TO) types in accordance with FAR 16.500.

Task Orders awarded under this contract will fall into one of the following two categories:

(1) At Cost to the Government: (At Cost) task orders will be issued by the Federal Government and funded with Federal funds. The Federal Government will make payment to the Contractor for services rendered in accordance with the terms of the issued Task Order, the base contract award, and the Federal Acquisition Regulation (FAR).

(2) No Cost to the Government: (No Cost) task orders will be issued by the Federal Government with $0 funding. The applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this IDIQ contract or the

FAR.

During the term of the contract, the Government must place At Cost orders totaling a minimum of $10,000. The maximum amount of all At Cost task orders issued against all contracts awarded as a result of this acquisition shall not exceed a ceiling of $11,450,000.

No minimum or maximum values are established for No Cost task orders. See Section G.4 for further information on task orders.

B.2 SCHEDULE OF RATES FOR TIME AND MATERIALS/LABOR HOUR

Labor categories and hourly labor rate ceilings governing TM/LH task orders (both At Cost and No Cost) under this IDIQ contract must conform to Attachment J.1.

Hourly labor rates under this contract include Contractor employee labor, subcontractor employee labor, and consultant labor. The hourly labor rates (unit of issue) are fully burdened with all proportional overhead, fringe, profit/fee, G&A, etc. The hourly labor rates are the maximum burdened rates allowable for TM/LH task order.

Task orders may include travel costs. The Contractor must not charge G&A, profit/fee or other burdens on travel costs.

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND

The Build America Bureau (the Bureau), an office within the Department of Transportation (DOT) Office of the Under Secretary for Policy, administers the Transportation Infrastructure Finance and Innovation Act (TIFIA) credit program and the Railroad Rehabilitation and Improvement Financing (RRIF) credit program. TIFIA and RRIF (together, the Credit Programs) provide (secured) direct loans, loan guarantees, and standby lines of credit to borrowers seeking to develop major surface transportation projects, railroad projects, port projects and transit-oriented development projects. For TIFIA, over $1.25 billion has been authorized through fiscal year 2026 for TIFIA credit assistance. A wide range of surface transportation infrastructure is eligible for TIFIA credit assistance, including highways, passenger and freight rail, public transit, intermodal freight facilities, international bridges and tunnels, ports, transit-oriented development, airport-related projects, and the capitalization of a rural projects fund within a state infrastructure bank.

To date, the TIFIA program has provided $32 billion in credit assistance to support more than $121 billion in transportation infrastructure investments to help build 96 major transportation projects around the country. For RRIF, up to $35.0 billion has been authorized for RRIF credit assistance. To date, the RRIF program has provided $7 billion in credit assistance to help build 40 rail projects around the country. RRIF can be used to fund a variety of rail, intermodal, and port projects, as well as transit-oriented development. A wide variety of revenue sources can be used to repay TIFIA and RRIF loans, including toll revenue, tax revenue (e.g., sales tax, motor fuel tax), farebox revenue, corporate revenue, real estate-related revenue such as Payment in Lieu of Taxes (PILOT) revenue, tax increment revenue, and lease revenue, and airport revenues such as passenger facility charges and general airport revenues. With the expansion of both RRIF and TIFIA authority through the 2021 Bipartisan Infrastructure Law, the Bureau anticipates working with sponsors of increasingly diverse project types and revenue sources.

Further information about the Credit Programs can be found at https://www.transportation.gov/buildamerica.

C.2 OBJECTIVE

The objective of this IDIQ contract is to provide legal advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau related to credit assistance requests, portfolio management matters (e.g., large amendments, restructurings), and other Bureau matters (e.g., template revisions, training of Bureau staff).

C.3 SCOPE OF WORK

The Contractor must provide legal advisory professional support services, as needed, in a variety of transportation infrastructure finance topics to support the Bureau’s activities. Potential activities include, but are not limited to, legal research, due diligence, negotiating and documenting individual credit transactions, and the issuance of legal opinions on matters affecting the Credit Programs, and general legal advice (ad hoc basis). This work may pertain to a specific project transaction, portfolio management actions (including bankruptcy, restructuring and reorganization) or non-project matters (e.g., template revisions, training of Bureau staff).

The Contractor must furnish all necessary labor, materials, facilities, and supervision to perform all technical, non-personal services necessary to support the Bureau.

C.4 LABOR CATEGORY DESCRIPTIONS & KEY PERSONNEL

Program Manager (PM) – Key Personnel The Program Manager (PM) must provide program management and oversight for each task order. As identified in their resume, the PM must have no less than ten years of experience in both leading and supervising teams on projects and loan transactions and managing staff with various work assignments. The PM must ensure that qualified personnel are assigned to the positions required. Additionally, the PM must answer Government staff questions regarding the contract and task orders. The individual(s) to be designated as PM must provide a significant portion of legal services under this IDIQ contract and task orders issued hereunder. More than one PM may be designated but one PM should be identified as the primary PM for the purpose of this contract.

Minimum/Required Experience:

Ten years of experience as an attorney regularly leading and supervising teams on projects and loan transactions, and managing personnel Licensed to practice law in good standing in one or more U.S. states and/or the District of

Columbia

Minimum Education: Juris Doctorate degree or equivalent

Typical Title: Partner or Counsel

Partner (Senior and Junior) A Partner must provide leadership, vision, deep industry or subject matter expertise, and strategic direction to the transaction team and client stakeholders. A Partner acts as the liaison between stakeholders, with overall responsibility for managing the delivery, quality and risk of each transaction. A Partner acts as the team lead who plans, conducts, manages, and supervises projects and loan transactions, necessitating advanced knowledge and the ability to originate and apply new and unique methods and procedures. A Partner supplies technical advice and counsel to other professionals. A Partner operates with wide latitude for un-reviewed action.

Minimum/Required Experience:

Eight years of legal experience Licensed to practice law in good standing in one or more U.S. states and/or the District of

Columbia Superior knowledge of the relevant law and excellent writing and oral skills Supervisory skills to manage complex legal matters and transactions, and oversee the professional performance of associates, counsel and paralegals/legal assistants Experience in communicating with individuals at all levels, both orally and in writing

Minimum Education: Juris Doctorate degree or equivalent

Typical Title: Partner or Counsel

Senior Associate A Senior Associate provides professional skills necessary to undertake complex legal matters. A Senior Associate provides assistance to stakeholders utilizing premium writing and oral skills. A Senior Associate manages projects and loan transactions efficiently with general supervision by PM or Partner, and coordinates communication and deliverables. A Senior Associate estimates and schedules work to meet completion dates. A Senior Associate plans, conducts, manages, and supervises projects and loan transactions, necessitating advanced knowledge and the ability to originate and apply new and unique methods and procedures. A Senior Associate supplies technical advice and counsel to other professionals. A Senior Associate directs junior attorneys and paralegals/legal assistants, reviews progress, and evaluates results, makes changes in methods or documentation as necessary. A Senior Associate generally operates with wide latitude for un-reviewed action.

Minimum/Required Experience:

Six years of legal experience Licensed to practice law in good standing in one or more U.S. states and/or the District of

Columbia Has supervisory skills to manage complex legal matters and transactions, and oversee the professional performance of associates, counsel and paralegals/legal assistants Has superior knowledge of the relevant law and excellent writing and oral skills

Minimum Education: Juris Doctorate degree or equivalent

Typical Title: Senior Associate or Counsel

Mid-Level Associate A Mid-Level Associate provides professional skills necessary to undertake complex legal matters. A Mid-Level Associate provides assistance to stakeholders utilizing premium writing and oral skills. A Mid-Level Associate manages projects and loan transactions efficiently with supervision by PM, Partner and/or Senior Associate, and coordinates communication and deliverables. A Mid-Level Associate estimates and schedules work to meet completion dates. A Mid-Level Associate directs junior attorneys and paralegals/legal assistants, reviews progress, and evaluates results, makes changes in methods or documentation as necessary. A Mid-Level Associate operates with some latitude for un-reviewed action.

Minimum/Required Experience:

Three to five years of legal experience Licensed to practice law in good standing in one or more U.S. states and/or the District of

Columbia Has supervisory skills to manage complex legal matters and transactions, and oversee the professional performance of associates, counsel and paralegals/legal assistants

Has superior knowledge of the relevant law and excellent writing and oral skills

Minimum Education: Juris Doctorate degree or equivalent

Typical Title: Mid-Level Associate

Junior Associate A Junior Associate provides professional skills necessary to undertake legal matters. A Junior Associate provides assistance to stakeholders utilizing premium writing and oral skills. Under the supervision of PM, Partner and/or senior associates, a Junior Associate carries out work assignments associated with specific projects and transactions. A Junior Associate translates technical guidance received from supervisors into usable data applicable to the particular assignment; coordinates the activities of paralegals/legal assistants. Junior Associate work assignments are varied and some originality and ingenuity is expected with supervision.

Minimum/Required Experience:

One to two years of legal experience Licensed to practice law in good standing in one or more U.S. states and/or the District of

Columbia Skills to manage complex legal matters Superior knowledge of the relevant law and has excellent writing and oral skills

Minimum Education: Juris Doctorate degree or equivalent.

Typical Title: Junior Associate

Paralegal A Paralegal works under close supervision of Partner, Senior Associate, and/or other attorneys to perform research and file management and provides other support when needed. A Paralegal analyzes data and oversees computer processing of large, complex data sets. A Paralegal independently establishes case/project files. A Paralegal determines data to be entered and identifies and retrieves pertinent data from various databases. A Paralegal conducts validation and verification of case files. A Paralegal gathers and correlates basic data and performs routine analyses. A Paralegal prepares post-closing binders and delivery of original documents. A Paralegal works on less complicated assignments where little to no originality is required.

Minimum/Required Experience:

Minimum of one year of law firm experience Employee of the Contractor Has professional skills to provide assistance to partners, counsel and associates in their respective undertaking of legal matters Has coordination skills to arrange legal project teams when appropriate

Minimum Education: Bachelor’s Degree or equivalent, and/or recipient of paralegal certification with training and experience

Typical Title: Paralegal or Legal Assistant

C.5 TASK REQUIREMENTS

Specific work to be performed will be set forth under individual task orders in one or more of the following Task Areas. When a task order is awarded, the Contractor must perform in accordance with the requirements of the task order work statement. The Contractor must be able to perform the task order requirements in all of the below-described Task Areas. Note, however, that the tasks described in Task Areas A-F do not include work related to RRIF loans payable from corporate revenues, which work is set forth in Optional Task Area G.

TASK AREA A – GENERAL DUE DILIGENCE

The Contractor must provide, but is not limited to, the following:

Reviewing, evaluating risks, providing comments to and drafting issue lists for draft project contracts (e.g., construction agreements, concession agreements).

Reviewing, evaluating risks, providing comments and proposing mitigants to, and drafting issue lists for, previously negotiated or executed legal documents. These documents will typically be produced by third parties and may be the subject of negotiation based on any concern raised by the Contractor. Examples include:

o Third party financing agreements or debt agreements (senior and subordinated) (e.g., existing indentures);

o Project agreements, including concession agreements, construction contracts, operations and maintenance contracts, and related documentation;

o Organizational documents of the borrower (and potentially its affiliates); and o Enabling legislation and other legislation related to the project and the operations of the borrower.

Reviewing outstanding and threatened litigation and evaluating risks of the same on project construction, financing, etc.

Advising the Bureau on matters in the relevant documents that could affect the Bureau’s position and decisions regarding the terms of Bureau’s loan documents.

Advising the Bureau on structural or legal limitations affecting the Borrower’s (or an ancillary party’s, such as a public grantor’s) power and authority where such limitations exist, such as state sovereign immunity constraints, long-term commitment prohibitions, and other unique legal limitations affecting the structure of the transaction.

Prior to financial close, delivering a due diligence report to the Bureau summarizing the documents reviewed, the issues they presented, how the issues were addressed (if at all) in the Bureau loan documentation, and addressing any other items related to the Contractor’s due diligence.

Reviewing the report of the Bureau’s financial advisor, and providing comments, if directed by the Contracting Officer’s Representative (COR).

To the extent directed by the COR, providing other memoranda to the Bureau on any specific issues that arise during the due diligence phase.

TASK AREA B – LEGAL DOCUMENT DRAFTING AND NEGOTIATION

The Contractor must provide, but is not limited to, the following:

Reviewing, drafting, negotiating, and amending/modifying legal documents, as necessary.

These documents may be based on Bureau templates, precedents or may be produced by third parties. Examples include:

o Financing agreements (e.g., term sheets, bonds, notes, loan agreements, indentures/resolutions, guarantee agreements, lines of credit, master credit agreements, hedging agreements);

o Security documents (e.g., collateral agency agreements, security agreements, mortgages, pledge agreements);

o Equity contribution or other private funding agreements;

o Intercreditor agreements;

o Public private partnership concession agreements; and o Project contracts (e.g., direct agreements, construction agreements, operating agreements, lease agreements, real estate development documentation).

Reviewing comments and markups from third parties on the relevant documentation.

Advising the Bureau on the pros and cons of any open issues in the documentation, as well as providing feedback on the comments and markups received from third parties.

Provide facilities in Washington, D.C. to host (including on short notice) in-person negotiation meetings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., teleconferencing, internet access for multiple users and printing capability), and the ability to continue hosting after normal business hours.

NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement under this contract and TOs. Costs of meals are allowable as a travel per diem expense for individuals on travel status and pursuant to the Travel clause of this contract.

TASK AREA C- ADVISING ON COLLATERAL PACKAGE

The Contractor must provide, but is not limited to, the following:

Analyzing the collateral package to determine deficiencies in ownership, sufficiency of the package, and process for creation and perfection of liens.

Where applicable, reviewing state or local legislation to assess statutory lien requirements.

Reviewing existing documentation, including legislation, related to any collateral, including real property or asset collateral as well as special revenue pledges, such as sales taxes revenues, and revenues derived from real property, such as lease and PILOT revenues, proposed to be pledged to the Bureau and advising the Bureau on issues and risks related thereto.

Reviewing, providing comments to, and drafting issues lists for previously negotiated and/or executed legal documents. Examples include purchase agreements, bills of sale, mortgages, and security filings.

Reviewing, drafting, negotiating, and amending/modifying as necessary legal documents.

Examples include purchase agreements, assignment agreements, Uniform Commercial Code (UCC) filings, Surface Transportation Board filings, mortgage agreements, insurance agreements, survey and appraisals.

Ensuring the perfection of liens on collateral (e.g., UCC filings, mortgage filings).

In certain cases, providing formal opinions to DOT regarding the validity and enforceability of the security granted to DOT on physical assets.

TASK AREA D- CLOSING

Providing legal services on all tasks required to achieve financial close of the credit transaction.

Drafting, reviewing, negotiating and advising the Bureau, as appropriate, on all financial close documentation, including legal opinion letters, closing certificates, and UCC filings.

Providing the Bureau electronic copies of the final, execution versions (in 2016 or higher

Microsoft Word) and fully compiled, executed versions (in PDF) of the credit agreement and all key financing documents no later than 45 business days after DOT’s execution of the credit agreement.

Providing the Bureau a closing binder in electronic format (one USB drive) no later than five calendar days after DOT’s execution of the credit agreement.

Providing the Bureau one hardbound closing set, as directed by the COR, no later than 60 calendar days after DOT’s execution of the credit agreement.

If included in the relevant task order, preparing and delivering to the Bureau (in the form designated by the Bureau) a post-closing report identifying departures from the Bureau’s standard terms and conditions, summarizing key commercial and legal terms and conditions and the drivers therefore as well as any relevant negotiation history, and including any other information as directed by the COR no later than 60 calendar days after DOT’s execution of the credit agreement.

Providing a facility to host in-person meetings in Washington, D.C. (including on short notice) closings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement individuals on travel status and pursuant to the Travel clause of this contract.

TASK AREA E- PORTFOLIO MANAGEMENT

The Contractor must provide, but is not limited to, the following:

Advising, reviewing, drafting, and providing assistance regarding all legal aspects of loan portfolio management, including negotiation of amendments, waivers, consents, and lien releases, and providing advice regarding the exercise of rights and remedies under the loan documents.

Providing legal services in connection with loan restructuring, workouts and bankruptcy-related matters.

TASK AREA F- OTHER BUREAU MATTERS

Ensuring that terms, conditions, covenants, and remedies in DOT credit agreements and related transaction agreements are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the Bureau Credit Programs.

Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to the Bureau Credit Program credit instruments.

Providing special technical and legal advice relating to the Bureau Credit Programs, including research and the issuance of legal opinions or memoranda not related to a specific credit transaction, including advice with respect to issues that may involve significant, little, or no precedent, and general legal advice (ad hoc basis).

Providing legal advisory services for revision of the Credit Programs loan agreement templates and related documentation templates (e.g., term sheets, security documents, and intercreditor agreements).

Providing training sessions (with training materials, e.g., PowerPoint deck) to the Bureau team, on topics determined in consultation with the COR. Training sessions may be in-person or virtual (i.e., webinar).

Hosting and attending meetings in Washington, D.C. (and elsewhere in the United States as the Bureau determines is necessary and appropriate) and participating in conference calls involving DOT (including the Bureau Credit Program staff, DOT in-house counsel and outside financial advisors) and the borrower, as necessary.

OPTION TASK AREA G – RRIF CORPORATE WORK

The Government may exercise an option for work under Task Area G (RRIF Corporate Work). In doing so, the Government may exercise any or all of its Option Periods, as further described in Section F.2.

The work under this task area will be specifically limited to (1) providing legal support relating to the Bureau’s RRIF Express program (more information can be found at https://www.transportation.gov/buildamerica/financing/rrif/rrif-express) and RRIF corporate financing transactions, related portfolio management actions and general legal advice (ad hoc basis) and (2) completing and enhancing the loan agreement template for RRIF corporate loans and templates for ancillary documents tailored to reflect the risks and requirements inherent with corporate lending of this nature (together, RRIF Corporate Work).

For the purposes of this Task Area G, RRIF corporate financing refers to the financing of railroad projects, developed by, typically, privately-owned companies (though it is possible for a state or local government-owned railroad to seek a RRIF loan using corporate financing; i.e., not supported by municipal revenues), generally using (senior) unsecured loans, and typically the financing includes supporting asset pledges (e.g., rail cars, real estate, etc.). Unlike traditional project financing (that looks to the revenue stream generated by the project), when underwriting these RRIF corporate loans, the Bureau looks to, first, the overall financial health of the borrower (based on the financials of the borrower) and second, the value of any physical assets being pledged. The RRIF Corporate Work will not include RRIF loans of any other type, namely loans secured by municipal revenues such as sales tax (e.g., RRIF loans to regional transit authorities secured by local sales tax) or loans for transit-oriented development. These loans will be part of the base scope described in Task Areas A-F.

Specific work to be performed in this task area will be set forth under individual task orders, but the base work for the RRIF Corporate Work under this Task Order is generally expected to be in one or more of the following subtask areas:

SUBTASK AREA 1 – GENERAL DUE DILIGENCE

Reviewing, evaluating risks, providing comments to, and drafting issue lists for draft project contracts (e.g., construction agreements).

Reviewing the legal and financing structure that is proposed to repay the RRIF loan, including the borrower’s organizational documents, all outstanding debt obligations of the borrower, the organizational documents of any entity providing credit support and all outstanding debt obligations of such entity, and all other documentation relevant to the repayment source for the loan, and identify any potential issues for the Bureau.

Preparing a due diligence memorandum describing and summarizing (1) the analysis regarding project’s construction, including the documents reviewed and key issues identified therein, and

(2) in detail, each of the documents reviewed in connection with the repayment source for the loan, including key terms, risk factors and issues to be addressed in the negotiation process.

SUBTASK AREA 2 – LEGAL DOCUMENT DRAFTING AND NEGOTIATION

Reviewing, drafting, negotiating, and amending/modifying legal documents, as necessary.

These documents may be based on Bureau templates, precedents or may be produced by third parties. Examples include:

o Financing agreements (e.g., loan agreements, term sheets);

o Security documents (e.g., security agreements, mortgages, pledge agreements);

o Equity contribution or other private funding agreements;

o Intercreditor agreements;

o Project contracts (e.g., construction agreements, operating agreements, lease agreements).

Reviewing comments and markups from third parties on the relevant documentation.

Advising the Bureau on the pros and cons of any open issues in the documentation, as well as providing feedback on the comments and markups received from third parties.

Providing a facility in Washington, D.C. to host (including on short notice) in-person negotiation meetings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., teleconferencing, internet access for multiple users and printing capability), and the ability to continue hosting after normal business hours.

SUBTASK AREA 3 – CLOSING

Providing legal services on all tasks required to achieve financial close of the RRIF loan transaction.

Drafting, reviewing, negotiating and advising the Bureau, as appropriate, on all financial close documentation, including legal opinion letters, closing certificates, and necessary filings, such as Surface Transportation Board or UCC filings.

Providing the Bureau electronic copies of the final, execution versions (in 2016 or higher Microsoft Word) and fully compiled, executed versions (in PDF) of the credit agreement and all key financing documents no later than five business days after DOT’s execution of the credit agreement.

Providing the Bureau a closing binder in electronic format (one USB drive) no later than 45 calendar days after DOT’s execution of the credit agreement.

Providing the Bureau one hardbound closing set, as directed by the COR, no later than 60 calendar days after DOT’s execution of the credit agreement.

If included in the relevant task order, preparing and delivering to the Bureau (in the form designated by the Bureau) a post-closing report identifying departures from the Bureau’s standard terms and conditions, summarizing key commercial and legal terms and conditions and the drivers therefore as well as any relevant negotiation history, and including any other information as directed by the COR no later than 60 calendar days after DOT’s execution of the credit agreement.

Providing a facility to host in-person meetings in Washington, D.C. (including on short notice) closings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., A different composition of required services, more matters, or fewer matters may all be required over the course of any Option Year. When a task order is awarded, the Contractor must perform in accordance with the requirements of the work statement.

SUBTASK AREA 4 - PORTFOLIO MANAGEMENT

The Contractor must provide, but is not limited to, the following:

Advising, reviewing, drafting, and providing assistance regarding all legal aspects of RRIF

Express and RRIF corporate loan portfolio management, including negotiation of amendments, waivers, consents, and lien releases, and advice regarding the exercise of rights and remedies under the loan documents.

Providing legal services in connection with RRIF Express and RRIF corporate loan restructuring, workouts and bankruptcy-related matters.

SUBTASK AREA 5 – OTHER BUREAU MATTERS

Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to the credit instruments in the area of RRIF Corporate Work.

Providing special technical and legal advice relating to the RRIF Corporate Work, including research and the issuance of legal opinions or memoranda not related to a specific credit transaction, including advice with respect to issues that may involve significant, little, or no precedent, and providing general legal advice in the area of the RRIF Corporate Work (ad hoc basis).

Providing training sessions (with training materials, e.g., PowerPoint deck) to the Bureau team, on topics related to the RRIF Corporate Work determined in consultation with the COR.

Training sessions may be in-person or virtual (i.e., webinar).

Hosting and attending meetings in Washington, D.C. (and elsewhere in the United States as the Bureau determines is necessary and appropriate) and participating in conference calls involving DOT (including the Bureau staff, DOT in-house counsel and outside financial advisors) and the borrower, as necessary.

SUBTASK AREA 6 – RRIF CORPORATE LOAN TEMPLATE AND ANCILLARY

DOCUMENTS WORK

The Contractor must provide legal services to the Government in connection with completing and enhancing the loan agreement template for RRIF corporate loans and ancillary documents tailored to reflect the risks and requirements inherent with corporate lending of this nature.

The Contractor must, in close coordination with Bureau in-house attorneys and Bureau staff identified by the COR, complete the corporate loan agreement template to be used for RRIF loans that are financed based on the overall financial health of the borrower and, if applicable, the value of specific assets. In addition, in order to strengthen the RRIF corporate loan agreement template, identify structural and legal enhancements related to the specific underwriting and oversight and monitoring concerns applicable to RRIF borrowers who develop projects utilizing financing structures that are based on revenues not generated by such projects. Finally, the Contractor must provide legal services in connection with development of ancillary documents related to the RRIF corporate loan agreement, as may be requested by the Government, such as security agreement and mortgage templates. The Contractor will work with Bureau in-house attorneys and Bureau staff to identify and prepare such ancillary documents.

The RRIF corporate loan agreement template must include, inter alia, the following:

Standard loan agreement provisions (e.g., conditions precedent to closing and disbursement, representations and warranties, covenants, events of default) applicable to corporate financings for discrete projects;

Alternative provisions or language (e.g., in bracketed language, footnotes, or a separate exhibit) to address loan variations, such as alternative borrower structures (including the joint venture/holding company structure), and other features identified by the Contractor and the Bureau to facilitate maximum utility of the template for common structural permutations, including to address supporting asset pledges of typical physical collateral (rail cars, real estate, and other hard assets);

Terms that reflect the issues, risks and concerns applicable to a loan provided to an ongoing operating entity (as opposed to a special purpose vehicle);

Terms that reflect the issues, risks and concerns inherent to a corporate financing;

Terms that reflect the oversight and monitoring concerns inherent to a corporate financing by a Government lender;

The legal, regulatory and policy requirements for the RRIF credit program;

Forms of exhibits as referenced in the template; and Other terms and requirements customary for similar loan agreement templates.

The Contractor must perform the following ancillary tasks:

Meet with Bureau staff, Bureau in-house attorneys and other Department staff, as needed, to discuss specific RRIF program requirements and credit and policy concerns. The Government anticipates virtual meetings (e.g., telephone conference calls).

Review precedent RRIF loan agreements and templates provided to it by the Bureau in-house attorneys.

Consult (as the Contractor deems appropriate) internal and external resources (e.g., precedent corporate financing loan documents and templates).

Advise the Bureau on market standards for corporate financings of similar nature and identify whether any proposed terms for the RRIF corporate loan agreement template differ from such standards and the rationale for such deviations.

Complete drafting the RRIF corporate loan agreement template and ensure that it addresses the issues, risks and concerns inherent to a corporate financing. Prepare alternative provisions and/or descriptive language addressing different borrower structures and supplemental asset pledges.

Identify structural and legal enhancements related to the specific underwriting and oversight and monitoring concerns applicable to RRIF corporate borrowers to strengthen the RRIF corporate loan agreement template.

Prepare an indicative term sheet template (to be used in the early stages of negotiation of commercial terms) to reflect the key commercial terms of the corporate loan agreement template.

NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement individuals on travel status and pursuant to the Travel clause of this contract.

C.6 CONTRACT LEVEL REQUIREMENTS

C.6.1 KICK-OFF MEETING

The Contractor must attend a kick-off meeting in-person, but based upon Government circumstances, it may be held virtually or hybrid. The objective of this meeting is to introduce attendees to Bureau staff, provide an opportunity for Contractors to meet with the Contracting Officer and/or Contract Administrator, define roles and responsibilities, and respond to questions.

Contractor Key Personnel and future Bureau Team Members who are expected to work on the contract (to the extent available) must attend this meeting.

C.6.2 QUARTERLY IDIQ PROGRESS REPORTS

The Contractor must submit an electronic copy (2016 or higher Microsoft Office or PDF) of an IDIQ level consolidated Quarterly IDIQ Progress Report to the Contracting Officer and/or Contract Administrator, and the COR, by the 10th of the month following the quarter being reported. The report must provide, for all active At Cost TO and No Cost TO under the contract, a summary that includes at a minimum:

(a) Task order number, task order title, task order type (i.e., FFP or TM), period of performance, designation as At Cost to the Government or No Cost to the Government.

(b) Performance issues or risks, as identified by the CO, COR, or Contractor that will affect the completion of any individual task order within the quality, time, and fiscal constraints as set forth in the task order and/or any IDIQ master contract performance issues or regulatory requirements.

(c) A summary at the task order level that includes:

i. A clear and complete account of work completed.

ii. A description of any problem/risk encountered or anticipated that will affect the completion of any individual task order within the time and fiscal constraints as set forth in the task order, together with recommended solution to such problem; or, a statement that no problems were encountered.

iii. Project schedule status based on opinion of the Program Manager (PM), shown as red (major delays and significant impact overall), yellow (slight delay to schedule but minimum impact overall), and green (on schedule).

iv. For At-Cost TM/LH only:

a. Current cumulative expenditures versus planned expenditure for each task order. For At-Cost TO’s, include the obligated funding currently on the task order.

(d) For TOs that the period of performance has expired and/or the technical requirement have been completed, the Contractor must include a statement indicating this status.

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING

Preservation, packing, and packaging of items for shipment must be in accordance with best commercial practices and adequate for acceptance by common carrier for safe transportation at the most economical rates.

D.2 SHIPMENT AND MARKING

The Contractor must clearly mark each shipment with the company name, the contract number, task order number (if applicable), and as appropriate the item identification, quantity of items, and notice of partial or final delivery.

D.3 F.O.B. POINT

The F.O.B. point for any hard copy submittals and delivered items, unless otherwise directed by the Government must be:

Office of the General Counsel

U.S. Department of Transportation 1200 New Jersey Ave, SE Room number: Designated by letter at award Washington, DC 20590 Attn: COR designated by letter at award

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)

E.2 INSPECTION AND ACCEPTANCE

All work hereunder must be subject to review by the Government. Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task order issued, and all modifications. The COR is responsible for inspection and acceptance of all deliverables and services.

E.3 ACCEPTANCE CRITERIA

Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task orders issued, and all modifications.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

52.242-15 STOP-WORK ORDER. (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK. (APR 1984)

52.247-34 F.O.B. DESTINATION. (NOV 1991)

F.2 PERIOD OF PERFORMANCE

The period of performance under this IDIQ contract (for the purposes of placing orders) is five years from the effective date of the contract. Task orders may be issued up to the final day of the contract period of performance provided that the task order can be completed in accordance with FAR 52.216-22. Options may be used for task order performance.

In addition, if the Government exercises OPTION TASK AREA G – RRIF CORPORATE WORK, then the period of performance for work under Task Area G must be:

Option Period 1: Effective date of option exercise modification through the end of Year 1 Option Period 2: Effective date of option exercise modification through the end of Year 2 Option Period 3: Effective date of option exercise modification through the end of Year 3 Option Period 4: Effective date of option exercise modification through the end of Year 4 Option Period 5: Effective date of option exercise modification through the end of Year 5 Option Period 6: Effective date of option exercise modification through the end date of FAR 52.217-8 Option to Extend Services. (Nov 1999)

As used above Year refers to each 12-month ordering period year of the IDIQ contract. The period of performance for options cannot exceed the period of performance allowed by the contract ordering period and FAR 52.216-22.

F.3 METHOD OF DELIVERY

Electronic copies must be delivered using Microsoft (MS) Office suite of tools (for example, MS Word, MS Excel, MS PowerPoint, MS Project, Or MS Access format) version 2016 or later, unless otherwise specified by the COR. Electronic submission must be made via email, unless otherwise agreed to by the COR.

F.4 DELIVERABLE/DELIVERY SUMMARY (IDIQ)

Task order deliverables and performance standards will be specified in each task order.

SOW Reference Contract

Deliverable Due Date Format

C.6.1 Kick-Off Meeting Within 30 days of contract award

Electronic 2016 or higher MS Word, Excel, PowerPoint or PDF (this is provided by the Government).

C.6.2 Quarterly IDIQ Progress Reports

10th of the first month of every Quarter

Electronic 2016 or higher MS Word, Excel, or PDF.

F.5 PLACE OF DELIVERY

All task order deliverables must be delivered to the COR or Task Order Contracting Officer’s Representative (TOCOR) as outlined in the task order. The quarterly progress reports must be delivered electronically to the Contract Specialist/Contract Administrator, Contracting Officer, and the COR.

F.6 PLACE OF PERFORMANCE (TASK ORDER SPECIFIC)

Unless otherwise designated at the task order level, the Contractor must perform most the work at the Contractor’s facility. The Contractor may be required to host in-person meetings in the Contractor’s Washington, DC offices as described in Section C.5.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION DATA

The Contractor must provide sufficient management to ensure that this contract is performed efficiently, accurately, on time, and in compliance with the requirements of this document.

Specifically, the Contractor must designate a single Program Manager (PM) to oversee this contract and supervise staff assigned to this contract, and act as the primary point of contact for DOT on the same.

The Contractor must provide all personnel, supplies, facilities, transportation, materials, supervision, and other items and non-personal services necessary to meet the requirements of the

TO.

G.2 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

Contracting Officer’s Address:

DOT Federal Highway Administration 1200 New Jersey Avenue, SE Room: E62-204 – Mail Code: HCFA-31 Washington, DC 20590

G.3 CONTRACTING OFFICER’S REPRESENTATIVE AND TASK ORDER COR

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work delivered under this contract.

(b) The Contracting Officer must designate a COR by written notice to the Contractor. The COR’s responsibilities must include technical monitoring of the Contractor’s performance and inspecting and accepting deliveries under the contract.

(c) As needed, the Contracting Officer may appoint a TOCR.. The TOCOR’s responsibilities must include technical monitoring of the contractor’s performance as well as inspecting and accepting deliveries under specified task order(s). Any changes to the TOCOR delegation will be made in writing. Notification of any changes will be provided to the contractor and

COR.

(d) The COR and, if designated, the TOCOR are not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to any modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the Contractor’s right to proceed, or issue any order causing the Contractor to stop work; or

(5) Obligate in any way, the payment of money by the Government.

(e) The Contractor must comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor must notify the Contracting Officer in writing, with as much detail as possible, when the COR or TOCOR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR or TOCOR’s appointment, within three days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer’s response issued under paragraph (e) of this clause.

(f) The Contracting Officer must respond in writing within 30 days to any notice made under paragraph (e) of this clause.